SECTION
1.1 Registered Office. The registered office of
the Corporation shall be in Wilmington, Delaware, and the initial registered
agent in charge thereof shall be Corporation Service Company.

SECTION
1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or as may be necessary or useful in
connection with the business of the Corporation.

ARTICLE II

STOCKHOLDERS

SECTION
2.1 Place of Meetings. All meetings of stockholders shall be held at
such place as may be designated from time to time by the Board of Directors,
or, if not so designated, at the principal office of the Corporation.

SECTION
2.2 Annual Meeting. The annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date and at a time designated by
the Board of Directors (which date shall not be a legal holiday in the place
where the meeting is to be held). If no annual meeting is held in accordance
with the foregoing provisions, a special meeting may be held in lieu of the
annual meeting, and any action taken at that special meeting shall have the
same effect as if it had been taken at the annual meeting, and in such case all
references in these Bylaws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.

SECTION
2.3 Special Meetings. Special meetings of stockholders for any purpose
or purposes may be called at any time by the holders of twenty-five percent
(25%) of the outstanding stock of the Corporation, a majority of the members of
the Board of Directors, whether constituting a quorum or not, the Chairman of
the Board of Directors or the Chief Executive Officer of the Corporation, but
such special meetings may not be called by any other person or persons. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.

SECTION
2.4 Notice of Meetings. Except as
otherwise provided by law, written notice of each meeting of stockholders,
whether annual or special, shall be given not less than 10 nor more than
60 days before the date of the meeting to each stockholder entitled to
vote at such meeting. Without limiting the manner by which notice otherwise may
be given to stockholders,

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any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of the State of Delaware) by
the stockholder to whom the notice is given. The notices of all meetings shall
state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting. The notice of a
special meeting shall state, in addition, the purpose or purposes for which the
meeting is called. If notice is given by mail, such notice shall be deemed
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the
Corporation. If notice is given by electronic transmission, such notice shall
be deemed given at the time specified in Section 232 of the General
Corporation Law of the State of Delaware.

SECTION
2.5 Waivers of Notice. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these Bylaws, a waiver thereof, in
writing and delivered to the corporation, signed by the person or persons entitled
to said notice, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice. Attendance of a stockholder at
a meeting shall constitute a waiver by such stockholder of notice (a) of
such meeting, except when the stockholder at the beginning of the meeting
objects to holding the meeting or transaction business at the meeting, and
(b) of consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter at the beginning of the meeting
if such matter is presented as part of the agenda at such time, otherwise upon
the commencement of presentation of such matter.

SECTION
2.6 Voting List. The Secretary shall prepare,
at least 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, for a period of at
least 10 days prior to the meeting: (i) on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the
meeting, or (ii) during ordinary business hours, at the principal place of
business of the Corporation. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

SECTION
2.7 Quorum. Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, the holders of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting, present in person, present by
means of remote communication in a manner, if any, authorized by the Board of
Directors in its sole discretion, or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a
meeting, shall not be broken by the withdrawal of enough votes to leave less
than a quorum.

SECTION
2.8 Adjournments. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these Bylaws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum, or,
if no stockholder is present, by any officer entitled to

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preside at or to act as
secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the
adjourned meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be
present in person and vote at such adjourned meeting, are announced at the
meeting at which adjournment is taken, unless after the adjournment a new
record date is fixed for the adjourned meeting. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.

SECTION 2.9 Voting and Proxies. Each stockholder
shall have one vote for each share of stock entitled to vote held of record by
such stockholder, unless otherwise provided by law or the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders may vote in person (including by means of remote communications, if
any, by which stockholders may be deemed to be present in person and vote at
such meeting) or may authorize another person or persons to vote for such
stockholder by a proxy executed or transmitted in a manner permitted by the
General Corporation Law of the State of Delaware by the stockholder or such
stockholder’s authorized agent and delivered (including by electronic
transmission) to the Secretary of the Corporation. No such proxy shall be voted
upon after three years from the date of its execution, unless the proxy
expressly provides for a longer period. A duly executed appointment of proxy
shall be irrevocable if the appointment form states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.

SECTION
2.10 Action at Meeting. When a quorum is
present at any meeting, any matter other than the election of directors to be
voted upon by the stockholders at such meeting shall be decided by the vote of
the holders of shares of stock having a majority of the votes cast by the
holders of all of the shares of stock present or represented and voting on such
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or represented and voting on such
matter), except when a different vote is required by law, the Certificate of
Incorporation or these Bylaws. When a quorum is present at any meeting, any election
by stockholders of directors shall be determined by a plurality of the votes
cast by the stockholders entitled to vote on the election.

SECTION
2.11 Nomination of Directors.

(a) Except
for (i) any directors entitled to be elected by
the holders of preferred stock or any other securities of the Corporation
(other than stock) and (ii) any directors elected in accordance with
Section 3.7 hereof by the Board of Directors to fill a vacancy, only
persons who are nominated in accordance with the procedures in this
Section 2.11 shall be eligible for election as directors. Nomination for
election to the Board of Directors of the Corporation at a meeting of
stockholders may be made (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who (x) complies with the notice procedures set forth in
Section 2.11(b) and (y) is a stockholder of record on the date of the
giving of such notice and on the record date for the determination of
stockholders entitled to vote at such meeting.

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(b) To
be timely, a stockholder’s notice must be received by the Secretary at the
principal executive offices of the Corporation as follows: (x) in the case
of an election of directors at an annual meeting of stockholders, not less than
60 days nor more than 90 days prior to the first anniversary of the
preceding year’s annual meeting; provided, however, that (i) in the case of the annual meeting of stockholders
of the Corporation to be held in 2005 or (ii) in the event that the date
of the annual meeting in any other year is advanced by more than 20 days,
or delayed by more than 60 days, from the first anniversary of the
preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of (A) the
sixtieth day prior to such annual meeting and (B) the tenth day following
the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs;
or (y) in the case of an election of directors at a special meeting of
stockholders, not earlier than the ninetieth day prior to such special meeting
and not later than the close of business on the later of (i) the
sixtieth day prior to such special meeting and (ii) the tenth day
following the day on which notice of the date of such special meeting was
mailed or public disclosure of the date of such special meeting was made,
whichever first occurs.

The
stockholder’s notice to the Secretary shall set forth: (a) as to each
proposed nominee (i) such person’s name, age,
business address and, if known, residence address, (ii) such person’s
principal occupation or employment, (iii) the class and number of shares of
stock of the Corporation which are beneficially owned by such person, and
(iv) any other information concerning such person that must be disclosed
as to nominees in proxy solicitations pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; (b) as to the stockholder
giving the notice (i) such stockholder’s name
and address, as they appear on the Corporation’s books, (ii) the class and
number of shares of stock of the Corporation which are owned, beneficially and
of record, by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder and (iv) a representation that such
stockholder intends to appear in person or by proxy at the meeting to nominate
the person(s) named in its notice; and (c) as to the beneficial owner, if
any, on whose behalf the nomination is being made (i) such
beneficial owner’s name and address, (ii) the class and number of shares
of stock of the Corporation which are beneficially owned by such beneficial
owner, and (iii) a description of all arrangements or understandings
between such beneficial owner and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made. In addition, to be effective, the stockholder’s notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.

(c) The
chairman of any meeting shall, if the facts warrant, determine that a
nomination was not made in accordance with the provisions of this
Section 2.11, and if the chairman should so determine, the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

(d) Except
as otherwise required by law, nothing in this Section 2.11 shall obligate
the Corporation or the Board of Directors to include in any proxy statement or
other stockholder communication distributed on behalf of the Corporation or the
Board of Directors information with respect to any nominee for director
submitted by a stockholder.

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SECTION
2.12 Notice of Business at Annual Meetings.

(a) At
any annual meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, (i) if such business relates to the election of
directors of the Corporation, the procedures in Section 2.11 must be
complied with and (ii) if such business relates to any other matter, the
stockholder must (x) have given timely notice thereof in writing to the
Secretary in accordance with the procedures set forth in Section 2.12(b)
and (y) be a stockholder of record on the date of the giving of such
notice and on the record date for the determination of stockholders entitled to
vote at such annual meeting.

(b) To
be timely, a stockholder’s notice must be received by the Secretary at the
principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year’s
annual meeting; provided, however, that (i) in
the case of the annual meeting of stockholders of the Corporation to be held in
2005 or (ii) in the event that the date of the annual meeting in any other
year is advanced by more than 20 days, or delayed by more than
60 days, from the first anniversary of the preceding year’s annual
meeting, a stockholder’s notice must be so received not
earlier than the ninetieth day prior to such annual meeting and not later than
the close of business on the later of (A) the sixtieth day prior to such
annual meeting and (B) the tenth day following the day on which notice of
the date of such annual meeting was mailed or public disclosure of the date of
such annual meeting was made, whichever first occurs.

The
stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Corporation’s books, of
the stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of shares of stock of the Corporation which are owned, of
record and beneficially, by the stockholder and beneficial owner, if any,
(iv) a description of all arrangements or understandings between such
stockholder or such beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder and any material interest of the stockholder or such
beneficial owner, if any, in such business, and (v) a representation that
such stockholder intends to appear in person or by proxy at the annual meeting
to bring such business before the meeting. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual meeting of
stockholders except in accordance with the procedures set forth in this
Section 2.12; provided that any stockholder proposal which complies
with Rule 14a-8 of the proxy rules (or any successor provision)
promulgated under the Securities Exchange Act of 1934, as amended, and is to be
included in the Corporation’s proxy statement for an annual meeting of
stockholders shall be deemed to comply with the requirements of this Section
2.12.

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(c) The
chairman of any meeting shall, if the facts warrant, determine that business
was not properly brought before the meeting in accordance with the provisions
of this Section 2.12, and if the chairman should so determine, the
chairman shall so declare to the meeting and such business shall not be brought
before the meeting.

SECTION
2.13 Conduct of Meetings.

(a) Chairman
of Meeting. Meetings of stockholders shall be presided over by the Chairman of
the Board, if any, or in the Chairman’s absence by the Vice Chairman of the
Board, if any, or in the Vice Chairman’s absence by the Chief Executive
Officer, or in the Chief Executive Officer’s absence by the President, or in
the President’s absence by a Vice President, or in the absence of all of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen by vote of the stockholders at
the meeting. The Secretary shall act as secretary of the meeting, but in the
Secretary’s absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.

(b) Rules,
Regulations and Procedures. The Board of Directors of the Corporation may adopt
by resolution such rules, regulations and procedures for the conduct of any
meeting of stockholders of the Corporation as it shall deem appropriate
including, without limitation, such guidelines and procedures as it may deem
appropriate regarding the participation by means of remote communication of
stockholders and proxyholders not physically present
at a meeting. Except to the extent inconsistent with such rules, regulations
and procedures as adopted by the Board of Directors, the chairman of any
meeting of stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment
of such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or
order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments
by participants. Unless and to the extent determined by the Board of Directors
or the chairman of the meeting, meetings of stockholders shall not be required
to be held in accordance with the rules of parliamentary procedure.

(c) Closing
of Polls. The chairman of the meeting shall announce at the meeting when the
polls for each matter to be voted upon at the meeting will be opened and
closed. If no announcement is made, the polls shall be deemed to have opened
when the meeting is convened and closed upon the final adjournment of the
meeting. After the polls close, no ballots, proxies or votes or any revocations
or changes thereto may be accepted.

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(d) Inspectors
of Election. In advance of any meeting of stockholders, the Board of Directors,
the Chairman of the Board, the Vice Chairman of the Board, if any, the Chief
Executive Officer or the President shall appoint one or more inspectors or
election to act at the meeting and make a written report thereof. One or more
other persons may be designated as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is present, ready and
willing to act at a meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Unless otherwise required
by law, inspectors may be officers, employees or agents of the Corporation.
Each inspector, before entering upon the discharge of such inspector’s duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of such inspector’s ability. The
inspector shall have the duties prescribed by law and shall take charge of the
polls and, when the vote in completed, shall make a certificate of the result
of the vote taken and of such other facts as may be required by law.

SECTION
2.14 Action without Meeting.

(a) Taking
of Action by Consent. Any action required or permitted to be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such
consent is less than unanimous, such action by written consent may be in lieu
of holding an annual meeting only if all of the directorships to which directors
could be elected at an annual meeting held at the effective time of such action
are vacant and are filled by such action.

(b) Electronic
Transmission of Consents. A telegram, cablegram or other electronic
transmission consenting to an action to be taken and transmitted by a
stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or proxyholder,
shall be deemed to be written, signed and dated for the purposes of this
section, provided that any such telegram, cablegram or other electronic
transmission sets forth or is delivered with information from which the
Corporation can determine (A) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for
the stockholder or proxyholder and (B) the date
on which such stockholder or proxyholder or
authorized person or persons transmitted such telegram, cablegram or electronic
transmission. The date on which such telegram, cablegram or electronic
transmission is transmitted shall be deemed to be the date on which such
consent was signed. No consent given by telegram, cablegram or other electronic
transmission shall be deemed to have been delivered until such consent is
reproduced in paper form and until such paper form shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation’s registered office shall be made by
hand or by certified or registered mail, return receipt requested.
Notwithstanding the foregoing limitations on delivery, consents given by
telegram, cablegram or other electronic transmission may be otherwise delivered
to the principal place of

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business
of the Corporation or to an officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded if,
to the extent and in the manner provided by resolution of the Board of
Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of
the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall
be a complete reproduction of the entire original writing.

(c) Notice
of Taking of Corporate Action. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing and who, if the action had
been taken at a meeting, would have been entitled to notice of the meeting if
the record date for such meeting had been the date that written consents signed
by a sufficient number of holders to take the action were delivered to the
Corporation.

ARTICLE
III

DIRECTORS

SECTION
3.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the Corporation except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

SECTION
3.2 Number, Election and Qualification.
The number of directors which shall constitute the whole Board of Directors
shall be determined from time to time by resolution of the Board of Directors,
but in no event shall be less than three. The directors shall be elected at the
annual meeting of stockholders by such stockholders as have the right to vote
on such election. Directors need not be stockholders of the Corporation.

SECTION
3.3 Term of Office. Each director shall
hold office until the next annual meeting and until a successor is elected and
qualified, or until such director’s earlier death, resignation or removal.

SECTION
3.4 Quorum. A majority of the directors at any
time in office shall constitute a quorum for the transaction of business. In
the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each director so
disqualified, provided that in no case shall less than one-third of the number
of directors fixed pursuant to Section 3.2 of these Bylaws constitute a
quorum. If at any meeting of the Board of Directors there shall be less than
such a quorum, a majority of the directors present may adjourn the meeting from
time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

SECTION
3.5 Action at Meeting. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors unless a greater number is required by law, by the Certificate of
Incorporation or by these Bylaws.

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SECTION
3.6 Removal. Except as otherwise provided by
the General Corporation Law of the State of Delaware, any one or more or all of
the directors may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors, except that
the directors elected by the holders of a particular class or series of stock
may be removed without cause only by vote of the holders of a majority of the
outstanding shares of such class or series.

SECTION
3.7 Vacancies. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board, shall be filled
only by vote of a majority of the directors then in office, although less than
a quorum, or by a sole remaining director. A director elected to fill a vacancy
shall be elected for the unexpired term of such director’s predecessor in
office, and a director chosen to fill a position resulting from an increase in
the number of directors shall hold office until the next annual meeting of
stockholders and until a successor is elected and qualified, or until such
director’s earlier death, resignation or removal.

SECTION
3.8 Resignation. Any director may resign by
delivering a resignation in writing or by electronic transmission to the
Corporation at its principal office or to the Chairman of the Board, the Vice
Chairman of the Board, if any, the Chief Executive Officer, the President or
the Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some later time or upon the happening of some
later event.

SECTION
3.9 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent
when such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice
immediately after and at the same place as the annual meeting of stockholders.

SECTION
3.10 Executive Sessions. Independent directors of the Corporation (as
defined in the NASDAQ Stock Market Marketplace Rules, as may be amended from
time to time) must meet at regularly scheduled meetings (at least twice a year)
at which only independent directors are present.

SECTION
3.11 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place designated in a call by a majority of the members of
the Board of Directors, whether constituting a quorum or not, the Chairman of
the Board or the Chief Executive Officer of the Corporation.

SECTION
3.12 Notice of Special Meetings. Notice
of any special meeting of directors shall be given to each director by the
Secretary or by the officer or one of the directors calling the meeting. Notice
shall be duly given to each director (i) by
giving notice to such director in person or by telephone at least 24 hours in
advance of the meeting, (ii) by sending a telegram, telecopy or electronic
mail, or delivering written notice by hand, to such director’s last known
business, home or electronic mail address at least 48 hours in advance of the
meeting, or (iii) by sending written notice, via first-class mail or
reputable overnight courier, to such director’s last known business or home
address at least 72 hours in advance of the meeting. A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.

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SECTION
3.13 Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such
meeting.

SECTION
3.14 Action by Written Consent. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent to the action in
writing or by electronic transmission, and the written consents and electronic
transmissions are filed with the minutes of proceedings of the Board or
committee.

SECTION
3.15 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and
not disqualified from voting, whether or not such member or members constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors and subject to the provisions of law, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each such
committee shall keep minutes and make such reports as the Board of Directors
may from time to time request. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
Bylaws for the Board of Directors.

SECTION
3.16 Compensation of Directors. Directors may
be paid such compensation for their services and such reimbursement for
expenses of attendance at meetings as the Board of Directors may from time to
time determine. No such payment shall preclude any director from serving the
Corporation or any of its parent or subsidiary corporations in any other capacity
and receiving compensation for such service.

ARTICLE
IV

OFFICERS

SECTION
4.1 Titles. The officers of the Corporation shall consist of a Chief
Executive Officer, a President, a Chief Operating Officer, a Chief Financial
Officer, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

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SECTION
4.2 Election. The Chief Executive Officer,
President, Treasurer and Secretary shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders.
Other officers may be appointed by the Board of Directors at such meeting or at
any other meeting.

SECTION
4.3 Qualification. No officer need be a
stockholder. Any two or more offices may be held by the same person.

SECTION
4.4 Tenure. Except as otherwise provided by
law, by the Certificate of Incorporation or by these Bylaws, each officer shall
hold office until such officer’s successor is elected and qualified, unless a
different term is specified in the resolution electing or appointing such officer,
or until such officer’s earlier death, resignation or removal.

SECTION
4.5 Resignation and Removal. Any officer
may resign by delivering a written resignation to the Corporation at its
principal office or to the Chief Executive Officer or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

Any
officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

Except
as the Board of Directors may otherwise determine, no officer who resigns or is
removed shall have any right to any compensation as an officer for any period
following such officer’s resignation or removal, or any right to damages on
account of such removal, whether such officer’s compensation be by the month or
by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the Corporation.

SECTION
4.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of Chief Executive
Officer, President, Treasurer and Secretary. Each such successor shall hold
office for the unexpired term of such officer’s predecessor and until a
successor is elected and qualified, or until such officer’s earlier death,
resignation or removal.

SECTION
4.7 Chairman of the Board. The Board of
Directors may appoint from its members a Chairman of the Board. If the Board of
Directors appoints a Chairman of the Board, such Chairman shall perform such
duties and possess such powers as are assigned by the Board of Directors.
Unless otherwise provided by the Board of Directors, the Chairman of the Board
shall preside at all meetings of the Board of Directors and stockholders.

SECTION
4.8 Vice Chairman of the Board. The
Board of Directors may appoint from its members a Vice Chairman of the Board.
If the Board of Directors appoints a Vice Chairman of the Board, such Vice
Chairman shall perform such duties and possess such powers as are assigned by
the Board of Directors. The Vice Chairman of the Board shall preside at all
meetings of the Board of Directors and stockholders in the absence of the
Chairman of the Board. Such Vice Chairman shall also possess the other specific
authority as provided elsewhere in these Bylaws.

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SECTION
4.9 Chief Executive Officer. The Chief
Executive Officer of the Corporation shall have overall responsibility and
authority for the Corporation’s strategic planning and for evaluating potential
mergers and acquisitions and new business opportunities, subject to the
authority of the Board of Directors. The Chief Executive Officer may execute
bonds, mortgages and other contracts, under the seal of the Corporation, if
required, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation, provided that the Chief Executive Officer, in the absence of the
President, may sign or execute any document or instrument where the signing and
execution thereof shall be expressly delegated to the “President” of the
Corporation. In the event the Chief Executive Officer of the Corporation is for
any reason unwilling or unable to serve as Chief Executive Officer of the
Corporation, the members of the Board of Directors, shall promptly select and
approve an individual to serve as the Chief Executive Officer of the
Corporation as follows: (x) an individual so selected who was employed by
Arch Wireless, Inc. or Metrocall Holdings, Inc. or
any of their respective subsidiaries, as of or prior to the date such companies
entered in to a merger agreement, shall be approved by not less than two-thirds
(2/3) of the directors on the Board of Directors or (y) in the event that
no individual referred to in the preceding clause (x) is approved as
provide therein, the Board of Directors will select and approve by a majority
vote, an individual who was not employed by Arch Wireless, Inc. or Metrocall Holdings, Inc. or any of their respective
subsidiaries, as of or prior to the date such companies entered into a merger
agreement, to serve as the Chief Executive Officer of the Corporation.

SECTION
4.10 Chief Operating Officer. The Chief
Operating Officer of the Corporation shall have overall responsibility and
authority for the technical systems, sales and marketing and customer service
operations of the Corporation, subject to the authority of the Chief Executive
Officer.

SECTION
4.11 Chief Financial Officer. The Chief
Financial Officer of the Corporation shall have overall responsibility and
authority for the financial affairs of the Corporation including, without
limitation, oversight of the Corporation’s accounting, inventory, management
information systems, internal audit and billing functions, subject to the
authority of the Chief Executive Officer.

SECTION
4.12 President. The President shall perform
such other duties and shall have such other powers as the Board of Directors
and the Chief Executive Officer may from time to time prescribe.

SECTION
4.13 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Chief Executive Officer, the President, and then the Vice
President (or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors), shall perform the duties of the Chief
Executive Officer and when so performing shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer. The Board of
Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors.

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SECTION
4.14 Secretary and Assistant Secretaries. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on
documents.

Any
Assistant Secretary shall perform such duties and possess such powers as the
Board of Directors, the Chief Executive Officer or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

In
the absence of the Secretary or any Assistant Secretary at any meeting of
stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

SECTION
4.15 Treasurer and Assistant Treasurers. The Treasurer shall perform
such duties and shall have such powers as may from time to time be assigned by
the Board of Directors or the Chief Executive Officer. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the Corporation, to deposit
funds of the Corporation in depositories selected in accordance with these
Bylaws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the Corporation.

The
Assistant Treasurers shall perform such duties and possess such powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

SECTION
4.16 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

SECTION
4.17 Bonds. The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.

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ARTICLE
V

CAPITAL
STOCK

SECTION
5.1 Issuance of Stock. Unless otherwise
voted by the stockholders and subject to the provisions of the Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the Corporation or the whole or any part of any shares of the
authorized capital stock of the Corporation held in the Corporation’s treasury
may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such lawful consideration and on such terms as
the Board of Directors may determine.

SECTION
5.2 Certificates of Stock. Every holder of stock of the Corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the Corporation. Each such certificate shall be signed
by, or in the name of the Corporation by, the Chairman or Vice Chairman, if
any, of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. Any or all of the signatures on the certificate may be a
facsimile.

Each
certificate for shares of stock which are subject to any restriction on
transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable
securities laws or any agreement among any number of stockholders or among such
holders and the Corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of
the existence of such restriction.

There
shall be set forth on the face or back of each certificate representing shares
of such class or series of stock of the Corporation a statement that the
Corporation will furnish without charge to each stockholder who so requests a
copy of the full text of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

SECTION
5.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of stock
may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these Bylaws, the Corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these Bylaws.

SECTION
5.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost,

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stolen,
or destroyed, upon such terms and conditions as the Board of Directors may
prescribe, including the presentation of reasonable evidence of such loss,
theft or destruction and the giving of such indemnity as the Board of Directors
may require for the protection of the Corporation or any transfer agent or
registrar.

SECTION
5.5 Record Date. The Board of Directors may fix
in advance a date as a record date for the determination of the stockholders
entitled to notice of or to vote at any meeting of stockholders, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action to which such record date
relates.

If
no record date is fixed, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day before the day on which notice is given, or, if notice is waived,
at the close of business on the day before the day on which the meeting is
held. If no record date is fixed, the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION
5.6 Stockholders of Record. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to receive notifications, to vote as such
owner, and to exercise all the rights and powers of an owner. The Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof except as otherwise may be provided by the
Delaware General Corporation Law.

ARTICLE
VI

INSURANCE

The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation (or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise) against liability asserted
against or incurred by such person in such capacity or arising from such
person’s status as such (whether or not the corporation would have the power to
indemnify such person against the same liability). For a period of six years
after the effective time of the merger of Arch Wireless, Inc. and its
subsidiaries and Metrocall Holdings, Inc. and its
subsidiaries (the “Effective Time”), the Corporation shall cause to be
maintained in effect for each current and former director and officer of Arch
Wireless, Inc. and Metrocall Holdings, Inc. as of the
Effective Time, liability insurance coverage with respect to matters arising at
or prior to the Effective Time, in such amounts and containing such terms and
conditions that are not materially less advantageous to such parties than the
coverage applicable to such individuals immediately prior to the Effective
Time.

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ARTICLE
VII

INDEMNIFICATION

SECTION
7.1 General. The Corporation shall, to the fullest extent permitted by
the Delaware General Corporation Law (including, without limitation,
Section 145 thereof) or other provisions of the laws of Delaware relating
to indemnification of directors and officers, as the same may be amended and
supplemented from time to time, indemnify any and all such persons whom it
shall have power to indemnify under the Delaware General Corporation Law or
such other provisions of law. The Corporation shall, and shall cause its respective
subsidiaries to, jointly and severally fulfill and honor in all respects the
obligations, including with respect to advancing expenses, pursuant to any
indemnification agreements between Arch Wireless, Inc. or Metrocall
Holdings, Inc., or any of their respective subsidiaries, and their respective
current and former directors and officers in effect immediately prior to the
Effective Time and any indemnification provisions under Arch Wireless, Inc.’s
Certificate of Incorporation and Bylaws or Metrocall
Holdings, Inc.’s Certificate of Incorporation and Bylaws, or the certificate of
incorporation, bylaws and comparable organizational documents of such
companies’ subsidiaries, respectively, as in effect on the Effective Date. In
the event that the Corporation or any of its respective subsidiaries,
successors or assigns (i) consolidates with or
merges into any entity not affiliated with the Corporations and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and
assets to entity not affiliated with any of the Corporation, then, and in each
such case, reasonably adequate provisions shall be made so that its successors
and assigns shall assume the obligations of the Corporation, or any such
subsidiaries, as applicable, as set forth in this Article VII to the
extent such assumption does not occur by operation of law. The indemnification
provisions of this Article VII as in effect at the Effective Time shall
not be amended, repealed or otherwise modified for a period of six years from
the Effective Time in any manner that would adversely affect the rights
thereunder of individuals who at the Effective Time were current or former
directors or officers of Arch Wireless, Inc. or Metrocall
Holdings, Inc. or their respective subsidiaries.

SECTION
7.2 Indemnification in Actions, Suits or
Proceedings Other Than Those By Or in Right of the Corporation. Without
limiting the generality of Section 7.1, to the fullest extent permitted,
and subject to the conditions imposed, by law, and pursuant to Section 145
of the General Corporation Law unless otherwise determined by the Board of
Directors:

(a) The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending completed action, suit or
proceeding (whether criminal, administrative or investigative) by reason of
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a

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manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe that such conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or preceding, had unreasonable cause to believe that such
conduct was unlawful.

SECTION
7.3 Indemnification in Actions, Suits or
Proceedings By or in the Right of the Corporation.

Without
limiting the generality of Section 7.1, to the fullest extent permitted,
and subject to the conditions imposed, by law, and pursuant to Section 145
of the General Corporation Law unless otherwise determined by the Board of
Directors:

(a) The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving lat
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Corporation. No such indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

SECTION
7.4 Authorization Of Indemnification. Any
indemnification under this Section 7 shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
such person or persons have met the applicable standard of conduct set forth in
Sections 7.2 and 7.3 hereof. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel, in a written opinion, or (c) by
a majority of the stockholders entitled to vote generally in the election of
directors.

SECTION
7.5 Advancement Of Expenses. Corporation may
advance expenses (including attorneys’ fees) incurred by a director or officer
in advance of the final disposition of such action, suit or proceeding upon the
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that such director or officer
is not entitled to indemnification.

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The
Corporation may advance expenses (including attorneys’ fees) incurred by any
employee or agent in advance of the final disposition of such action, suit or
proceeding upon such terms and condition, if any, as the Board of Directors
deems appropriate.

ARTICLE
VIII

GENERAL
PROVISIONS

SECTION
8.1 Fiscal Year. Except as from time to time
otherwise designated by the Board of Directors, the fiscal year of the
Corporation shall begin on the first day of January of each year and end on the
last day of December in each year.

SECTION
8.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

SECTION
8.3 Waiver of Notice. Whenever notice is
required to be given by law, by the Certificate of Incorporation or by these
Bylaws, a written waiver signed by the person entitled to notice, or a waiver
by electronic transmission by the person entitled to notice, whether before, at
or after the time stated in such notice, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

SECTION 8.4 Voting of Securities. Except as the Board
of Directors may otherwise designate, the President or the Treasurer may waive
notice of, and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for this Corporation (with or without power of substitution)
at any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this Corporation.

SECTION
8.5 Inspection Of Books And Records. Any
stockholder, in person or by attorney or other agent, shall, upon written
demand under oath stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the Corporation’s stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person’s interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the Corporation at its registered office or at its principal place of business.

SECTION
8.6 Dividends. The Board of Directors may declare dividends upon the
capital stock of the Corporation, subject to the provisions of the Certificate
of Incorporation (including the Certificate of Designation) and the laws of the
State of Delaware.

SECTION
8.7 Reserves. The Board of Directors may set apart, out of the funds of
the Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

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SECTION
8.8 Execution of Instruments. All
checks, drafts or other orders for the payment of money, and promissory notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

SECTION
8.9 Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
Corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.

SECTION
8.10 Certificate of Incorporation. All
references in these Bylaws to the Certificate of Incorporation shall be deemed
to refer to the Certificate of Incorporation of the Corporation, as amended and
in effect from time to time.

SECTION
8.11 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of the directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director’s or officer’s votes are counted for such purpose, if
such contract or transaction complies with the provisions of Section 144
of the Delaware General Corporation Law.

SECTION
8.12 Severability. Any determination that any provision
of these Bylaws is for any reason inapplicable, illegal or ineffective shall
not affect or invalidate any other provision of these Bylaws.

SECTION
8.13 Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

ARTICLE IX

AMENDMENTS

Except
as may be limited pursuant to Section 7.1, the Board of Directors shall have
the power to amend or repeal any Bylaw adopted by the shareholders, and any
Bylaw adopted by the Board of Directors shall be subject to amendment or repeal
by the shareholders as well as by the directors either by the shareholders at
any meeting, or by vote of a majority of the shares present or represented
thereat, or by the Board of Directors by a vote of a majority of the Board of
Directors; except that Section 4.9 of the Bylaws may be amended only by
the affirmative vote of two-thirds (2/3) of the directors of the Board of
Directors.